10A-5A-10.09
Section 10A-5A-10.09 Restrictions on approval of mergers and conversions. (a) If a member of
a converting or constituent limited liability company will have personal liability
with respect to a converted or surviving organization, approval and amendment of a plan of
conversion or plan of merger are ineffective without that member's consent to the plan. (b)
A member does not give the consent required by subsection (a) merely by consenting to a provision
of the limited liability company agreement that permits the limited liability company agreement
to be amended with the consent of fewer than all the members. (Act 2014-144, p. 265, §1.)...

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10A-5A-2.02
Section 10A-5A-2.02 Amendment or restatement of certificate of formation. Notwithstanding Division
B of Article 3 of Chapter 1: (a) A certificate of formation may be amended at any time. (b)
A certificate of formation may be restated with or without amendment at any time. (c) To amend
its certificate of formation, a limited liability company must deliver a certificate of amendment
for filing to the Secretary of State which certificate of amendment shall state: (1) the name
of the limited liability company; (2) the unique identifying number or other designation as
assigned by the Secretary of State; and (3) the changes the amendment makes to the certificate
of formation as most recently amended or restated. (d) To restate its certificate of formation,
a limited liability company must deliver a restated certificate of formation for filing to
the Secretary of State. A restated certificate of formation must: (1) be designated as such
in the heading; (2) state the limited liability...
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10A-8A-9.11
Section 10A-8A-9.11 Liability of partner after conversion or merger. (a) A conversion or merger
under this article does not discharge any liability under Section 10A-8A-3.06, 10A-8A-7.02,
or 10A-8A-7.03 of a person that was a partner in or dissociated as a partner from a converting
or constituent partnership, but: (1) the provisions of this chapter pertaining to the collection
or discharge of the liability continue to apply to the liability; (2) for the purposes of
applying those provisions, the converted or surviving organization is deemed to be the converting
or constituent partnership; and (3) if a person is required to pay any amount under this subsection:
(A) the person has a right of contribution from each other person that was liable as a partner
under Section 10A-8A-3.06 when the obligation was incurred and has not been released from
the obligation under Section 10A-8A-7.02 or 10A-8A-7.03; and (B) the contribution due from
each of those persons is in proportion to the right to...
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10A-9A-10.11
Section 10A-9A-10.11 Liability of general partner after conversion or merger. (a) A conversion
or merger under this article does not discharge any liability under Sections 10A-9A-4.04 and
10A-9A-6.07 of a person that was a general partner in or dissociated as a general partner
from a converting or constituent limited partnership, but: (1) the provisions of this chapter
pertaining to the collection or discharge of the liability continue to apply to the liability;
(2) for the purposes of applying those provisions, the converted or surviving organization
is deemed to be the converting or constituent limited partnership; and (3) if a person is
required to pay any amount under this subsection: (A) the person has a right of contribution
from each other person that was liable as a general partner under Section 10A-9A-4.04 when
the obligation was incurred and has not been released from the obligation under Section 10A-9A-6.07;
and (B) the contribution due from each of those persons is in...
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10A-9A-2.04
Section 10A-9A-2.04 Signing and filing pursuant to judicial order. (a) If a person required
by this chapter to sign a writing or deliver a writing to the Secretary of State for filing
under this chapter does not do so, any other person that is aggrieved by that failure may
petition the designated court, and if none, the circuit court for the county in which the
limited partnership's principal office within this state is located, and if the limited partnership
does not have a principal office within this state then the circuit court for the county in
which the limited partnership's most recent registered office is located, to order: (1) the
person to sign the writing; (2) the person to deliver the writing to the Secretary of State
for filing; or (3) the Secretary of State to file the writing unsigned. (b) If a petitioner
under subsection (a) is not the limited partnership or foreign limited partnership to whom
the writing pertains, the petitioner shall make the limited partnership or...
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10A-2A-11.01
(G) for a professional corporation or foreign professional corporation, its certificate of
incorporation, bylaws, and other agreements among its stockholders that are authorized by
its governing statute, or comparable writings as provided in its governing statute; and (H)
for any other organization, the basic writings that create the organization and determine
its internal governance and the relations among the persons that own it, have an interest
in it, or are members of it. (8) "New personal liability" means personal
liability of a person, resulting from a merger or stock exchange, that is (i) (A) in respect
of an entity which is different from the entity in which the person held stock or eligible
interests immediately before the merger became effective, or (B) in respect of an entity which
is different from the entity in which the person held stock immediately before the stock exchange
became effective; or (ii) in respect of the same entity as the one in which the person held...

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10A-2A-2.01
Section 10A-2A-2.01 Incorporators; filing of certificate of incorporation. Notwithstanding
Section 10A-1-3.04, in order to incorporate a corporation, one or more incorporators must
execute a certificate of incorporation and deliver it for filing to the Secretary of State.
(Act 2019-94, §1.)...
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10A-8A-9.10
Section 10A-8A-9.10 Restrictions on approval of mergers, conversions and on relinquishing LLP
status. (a) If a partner of a converting or constituent partnership will have personal
liability with respect to a converted or surviving organization, approval and amendment of
a plan of conversion or plan of merger are ineffective without that partner's consent to the
plan. (b) A statement of cancellation of the statement of limited liability partnership filed
in connection with a conversion or merger is ineffective without each partner's written consent
to such amendment. (c) A partner does not give the consent required by subsection (a) or (b)
merely by consenting to a provision of the partnership agreement that permits the partnership
agreement to be amended with the consent of fewer than all the partners. (Act 2018-125, §7.)...

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10A-20-11.01
Section 10A-20-11.01 Alteration, amendment, or extension of charter by incorporated medical,
dental, pharmaceutical, etc., association. (a) Any incorporated medical association of the
State of Alabama, Alabama Dental Association, Alabama Pharmaceutical Association, or other
corporations organized similarly to the corporation or of a similar kind may alter, amend,
or extend its charter, or may do any two or all of these, in the manner following: (1) A written
resolution setting out the name of the corporation and embodying the proposed alterations,
amendments, or extensions shall be submitted to a lawful annual meeting of the corporation
or other lawful meeting of the corporation and adopted by a two-thirds vote of those present
at the meeting and lawfully entitled to vote on business matters coming before the meeting;
(2) The president, or some other executive officer of the corporation, and the secretary thereof
shall prepare, sign, and acknowledge as conveyances are acknowledged and...
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10A-2A-14.03
Section 10A-2A-14.03 Certificate of dissolution. (a) At any time after dissolution is authorized,
the corporation may dissolve by delivering to the Secretary of State for filing a certificate
of dissolution setting forth: (1) the name of the corporation; (2) the date that dissolution
was authorized; (3) if dissolution was approved by the stockholders, a statement that the
proposal to dissolve was duly approved by the stockholders in the manner required by this
chapter and by the certificate of incorporation; and (4) the unique identifying number or
other designation as assigned by the Secretary of State. (b) The certificate of dissolution
shall take effect at the effective date determined in accordance with Article 4 of Chapter
1. A corporation is dissolved upon the effective date of its certificate of dissolution. (c)
For purposes of this Division A of this Article 14, "dissolved corporation" means
a corporation whose certificate of dissolution has become effective and includes a...
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